Exhibit
10.15


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (the “Agreement”) is entered into as of                by and between Puyi Inc., a Cayman Islands company
(the “Company”) and the undersigned,              , Independent Director of the Company (the “Indemnitee”).


 


RECITALS


 


1.
The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other
capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims
and actions against them arising out of their services to the corporation.


 


2.
The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly
competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against
them arising out of their services to the Company.


 


3.
The Indemnitee does not regard the indemnities available under the Company’s current memorandum and articles of
association (the “Articles of Association”) as adequate to protect him against the risks associated with his
service to the Company.


 


4.
The Company is willing to indemnify the Indemnitee to the fullest extent permitted by applicable law, and the Indemnitee is
willing to serve and continue to serve the Company on the condition that he be so indemnified.


 


AGREEMENT


 


In
consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree
as follows:


 


	A.	DEFINITIONS




 


The
following terms shall have the meanings defined below:


 


Expenses
shall include damages, judgments, fines, penalties, settlements and costs, expert and attorneys’ fees and disbursements
and costs of attachment or similar bond, investigations, and any expenses paid or incurred in connection with investigating, defending,
being a witness in, participating in or preparing for any of the foregoing in, any Proceeding (as hereinafter defined).


 


Indemnifiable
Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the
fact that the Indemnitee is or was a director of the Company or an officer of the Company or any of its subsidiaries, or is or
was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other
entity, or related to anything done or not done by the Indemnitee in any such capacity.


 






     

    


    

 


Participant
means a person who is a party to, or witness or participant in, a Proceeding.


 


Proceeding
means any threatened, pending or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether civil,
criminal, administrative, investigative or other, including any appeal of any of the foregoing, in which the Indemnitee may be
or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened,
pending or completed action, suit or proceeding by or in the right of the Company.


 


	B.	AGREEMENT TO INDEMNIFY




 


1.
General Agreement. In the event the Indemnitee was, is or becomes a Participant in, or is threatened to be made a Participant
in, a Proceeding, the Company shall indemnify and hold harmless the Indemnitee from and against any and all Expenses which the
Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable
law.


 


2.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement to the contrary,
to the extent that the Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue
or matter in such Proceeding, the Indemnitee shall be indemnified against all Expenses incurred in connection with such Proceeding
or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting
from his/her success therein.


 


3.
Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for a portion of the Expenses, but not for the total amount of the Expenses, the Company shall indemnify the Indemnitee
for the portion of such Expenses to which the Indemnitee is entitled.


 


4.
Exclusions. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification
under this Agreement:


 


(a)
to the extent that payment is actually made to the Indemnitee under a valid, enforceable and collectible insurance
policy;


 


(b)
in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which
the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for intentional misconduct in the
performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;


 


(c)
in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company or
any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter
defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights
under this Agreement or any applicable law;


 






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(d)
for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of
the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common
law;


 


(e)
brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee
shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged
dishonesty on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he
committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts
were material to the cause of action so adjudicated;


 


(f)
for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;


 


(g)
arising out of the Indemnitee’s personal tax matter; or


 


(h)
arising out of the Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with
the Company or any of its subsidiaries.


 


5.
No Employment Rights. Nothing in this Agreement is intended to create in the Indemnitee any right to continued employment
with the Company.


 


6.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to the Indemnitee for
any reason other than those set forth in Section B.4 above, then the Company shall contribute to the amount of the Expenses paid
in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect
(i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction
from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other
hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among
other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances
resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable
if contribution pursuant to this Section B.6 were determined by pro rata allocation or any other method of allocation which does
not take account of the foregoing equitable considerations.


 


	C.	INDEMNIFICATION PROCESS




 


1. Notice
and Cooperation By the Indemnitee. The Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding
that the Indemnitee has knowledge of for which indemnification will or could be sought under this Agreement. The failure by the
Indemnitee to notify the Company of any Proceeding will not relieve the Company from any liability hereunder unless, and only
to the extent that, the Company did not otherwise learn of the Proceeding and such failure by the Indemnitee results in forfeiture
by the Company of substantial defenses, rights or insurance coverage. Notice to the Company shall be given in accordance with
Section F.7 below. In addition, the Indemnitee shall give the Company such information and cooperation as the Company may reasonably
request.


 






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2. Indemnification
Payment.


 


(a) Advancement
of Expenses. The Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company
advance to the Indemnitee all Expenses that may be reasonably incurred in advance by the Indemnitee in connection with a Proceeding.
The Company shall, within ten (10) business days of receiving such a written request by the Indemnitee, advance all requested
Expenses to the Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.


 


(b) Reimbursement
of Expenses. To the extent the Indemnitee has not requested any advanced payment of the Expenses from the Company, the Indemnitee
shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon
as practicable after the Indemnitee makes a written request to the Company for reimbursement.


 


(c) Determination
by the Reviewing Party. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party (as hereinafter
defined) informs the Company that the Indemnitee is not entitled to indemnification in connection with a Proceeding under this
Agreement or applicable law, the Company shall be entitled to be reimbursed by the Indemnitee for all the Expenses previously
advanced or otherwise paid to the Indemnitee in connection with such Proceeding; provided, however, that the Indemnitee
may bring a suit to enforce his indemnification right in accordance with Section C.3 below.


 


3. Suit
to Enforce Rights. Regardless of any action by the Reviewing Party, if the Indemnitee has not received full indemnification
within 30 days after making a written demand in accordance with Section C.2 above, the Indemnitee shall have the right to enforce
his indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination
by the court or challenging any determination by the Reviewing Party or any breach in any aspect of this Agreement. Any determination
by the Reviewing Party not challenged by the Indemnitee and any judgment entered by the court shall be binding on the Company
and the Indemnitee.


 


4. Assumption
of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding
against the Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee,
upon delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel
by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this
Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, unless(i) the employment
of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded,
based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the
Company and the Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such
counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of the Indemnitee’s
counsel shall be at the expense of the Company. At all times, the Indemnitee shall have the right to employ counsel in any Proceeding
at the Indemnitee’s expense.


 






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5. Defense
to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by the Indemnitee against
the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify
the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise
as to whether the Indemnitee is entitled to be indemnified under this Agreement, there will be a presumption that the Indemnitee
is so entitled, which presumption the Company may overcome only by adducing clear and convincing evidence to the contrary. Neither
(i) the failure of the Reviewing Party or the Company to have made a determination prior to the commencement of such action by
the Indemnitee that indemnification is proper under the circumstances because the Indemnitee has met the standard of conduct set
forth in applicable law nor (ii) an actual determination by the Reviewing Party or the Company that the Indemnitee had not met
such applicable standard of conduct shall be a defense to the action or create a presumption that the Indemnitee has not met the
applicable standard of conduct.


 


6. No
Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any
damage, loss, penalty or limitation on the Indemnitee without the other party’s written consent. Neither the Company nor
the Indemnitee shall unreasonably withhold its consent to any proposed settlement.


 


7. Company
Participation. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial
action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct
and/or settlement of such action.


 


8. Reviewing
Party.


 


(a)
For purposes of this Agreement, a determination by the Reviewing Party with respect to each indemnification request of the Indemnitee
shall be (A) a majority vote of Disinterested Directors (as hereinafter defined) of the Board provided that a quorum of the Board
consisting of Disinterested Directors is obtained, or (B) if a quorum of the Board consisting of Disinterested Directors
is not obtainable or, even if obtainable, said Disinterested Directors so direct, a written opinion of Independent Counsel (as
hereinafter defined) to the Board, a copy of which shall be delivered to the Indemnitee; and, if it is determined that the Indemnitee
is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. The Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good
faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable
costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee
harmless therefrom to the extent as aforesaid. “Disinterested Director” means a director of the Company who
is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.


 






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(b)
If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be
selected as provided in this Section C.8(b). The Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee
shall request that such selection be made by the Board, in which event the Board by a majority vote of a quorum consisting of
Disinterested Directors shall select), and the Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within 10 days
after such written notice of selection shall have been given, deliver to the Company or to the Indemnitee, as the case may be,
a written objection to such selection; provided, however, that such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made
and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court has determined that such objection is without merit. If the determination of entitlement to indemnification is to be
made by Independent Counsel, but within 20 days after submission by the Indemnitee of a written request for indemnification, no
Independent Counsel shall have been selected and not objected to, then the Board by a majority vote shall select the Independent
Counsel. The Company shall pay any and all reasonable fees and expenses of the Independent Counsel incurred by such Independent
Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to
the procedures of this Section C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(c)
In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that the
Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in
accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. For purposes of
any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action is based
on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which
the Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including
financial statements, or on information supplied to the Indemnitee by the officers and directors of the Company or such other
corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the
Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made
to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint
venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to the Indemnitee for
purposes of determining the right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not
be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.


 






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(d)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or the Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
The Company agrees to pay the reasonable fees of the Independent Counsel referred to above.


 


	D.	DIRECTOR AND OFFICER LIABILITY INSURANCE




 


1. Company
Obligation. The Company shall obtain and maintain a policy or policies of insurance with reputable insurance companies providing
the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or
to ensure the Company’s performance of its indemnification obligations under this Agreement.


 


2. Coverage
of the Indemnitee. The Indemnitee shall be covered by the insurance policy or policies provided for in Section D.1, in accordance
with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


	E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM




 


1. Non-Exclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which the Indemnitee may be entitled
under the Articles of Association, applicable law or any written agreement between the Indemnitee and the Company (including its
subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to the Indemnitee
for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such
capacity at the time of any Proceeding.


 






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2. Federal
Preemption. Notwithstanding the foregoing, both the Company and the Indemnitee acknowledge that in certain instances, U.S.
federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise. The Indemnitee acknowledges that the U.S. Securities and Exchange Commission (the “SEC”)
believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore,
unenforceable and that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question
of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to
indemnify the Indemnitee.


 


3. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee
is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long
as the Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise
at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred
for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether
the Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company's request.


 


	F.	MISCELLANEOUS




 


1. Amendment
of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement,
no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.


 


2. Subrogation.
In the event of payment to the Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring
suit to enforce such rights.


 


3. Assignment;
Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto
without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights
and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding
the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties
hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise
to all or substantially all of the business and/or assets of the Company) and assigns, as well as the Indemnitee’s spouses,
heirs, and personal and legal representatives.


 






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4. Severability
and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or
fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held
by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable
to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their
respective counsel review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties
hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.


 


5. Counterparts.
This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.


 


6. Governing
Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A.


 


7. Notices.
All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be
deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail,
return receipt requested, and addressed to the Company at:


 


Puyi
Inc.


42/F,Zhujiangcheng
Building


No.15
Zhujiang Xi Road


Guangzhou,Guangdong


People’s
Republic of China


 


and
to the Indemnitee at:


  


8. Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.


 


(Signature
page follows)


 




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IN
WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.


 


	COMPANY	 
	 	 
	Puyi
    Inc.	 
	 	 
	 	 
	Name:
    Yu Haifeng	 
	Title:
    Chairman and Chief Executive Officer	 
	 	 
	INDEMNITEE	 
	 	 
	 	 
	Name:	 
	Title:
    Independent director	 


 






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